Securities Exchange Act of 1934
Release No. 46953 / December 6, 2002

ORDER INSTITUTING PROCEEDINGS
PURSUANT TO RULE 102(e) OF THE
COMMISSION'S RULES OF PRACTICE,
MAKING FINDINGS, AND IMPOSING
REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that an Order Instituting Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions be issued against Bruce B. Edmondson ("Edmondson") pursuant to paragraph (2) of Rule 102(e) of the Commission's Rules of Practice [17 C.F.R. § 201.102(2)] ("Rule 102(e)").1

II.

In anticipation of the institution of these administrative proceedings, Edmondson has submitted an offer of settlement ("Settlement Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying the Commission's findings contained herein, except for the jurisdiction of the Commission over him and over the matters set forth in this order and that a conviction has been entered against him as set forth in Paragraph III.C. below, which are admitted, Edmondson consents to the entry of this Order Instituting Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions ("Order").

III.

FINDINGS

On the basis of this Order and the Settlement Offer, the Commission finds that:

A. Edmondson, age 56, is a certified public accountant in the State of California.2 From October 1989 through early January 1994, Edmondson was employed as chief financial officer and executive vice president of Regal Communications Corp. ("Regal"). Edmondson also was a member of Regal's board of directors and the board's audit committee.

B. Regal was a New Jersey corporation with principal offices located in Fort Washington, Pennsylvania. At all relevant times, Regal's common stock was registered with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"), and was quoted on the NASDAQ National Market System.

C. On March 9, 2000, based upon a plea of guilty by Edmondson, the United States District Court for the Eastern District of Pennsylvania entered a judgment against Edmondson convicting him of conspiracy to commit securities fraud and to make false and misleading statements to auditors; aiding and abetting securities fraud; aiding and abetting false statements to auditors; mail fraud; and wire fraud. United States v. Bruce B. Edmondson, 98-CR-603-2 (RFK) (E.D. Pa.). Edmondson's Guilty Plea Agreement specifically finds that his criminal conviction is based on "participation in a conspiracy from 1991 until about April 19, 1994, in which Edmondson and others reported millions of dollars of bogus revenue and accounts receivable in Regal's financial statements and also diverted Regal stock worth millions of dollars to themselves and entities they controlled without paying to Regal the money due." Edmondson was sentenced to 36 months in prison and three years of supervised release, and ordered to pay a $10,000 criminal fine and restitution totaling $671,000.

IV.

ORDER IMPOSING SANCTION

Based upon the foregoing, the Commission deems it appropriate and in the public interest to accept the Settlement Offer and accordingly, IT IS HEREBY ORDERED, effective immediately, that Edmondson be forthwith suspended from appearing or practicing before the Commission as an accountant.

. . . [A]ny person who has been convicted of a felony . . . shall be forthwith suspended from appearing or practicing before the Commission. A . . . conviction within the meaning of this section shall be deemed to have occurred when the . . . convicting agency or tribunal enters its judgment or order . . .